Program Rules

Overview

The VivaMed Drug Invention Submission Program ("Program") invites researchers and inventors to submit in-silico drug inventions for evaluation. This is a business intake, not a sweepstakes or contest.

Assignment Subject to Reversion. When you click Submit or upload any materials, you assign all right, title, and interest in the Invention to VivaMed for evaluation purposes. This assignment is subject to automatic reversion as described below. VivaMed has an exclusive evaluation period of 90 days (approximately 3 months) to conduct commercial and technical review, analyze your data, and pitch the asset to our partner network.

Success or Reversion. If VivaMed files a patent application or executes a license or letter of intent within the 90-day Evaluation Period, VivaMed manages the IP strategy and you may receive 10% of Total Deal Revenue (capped at $1,000,000). If VivaMed does not take one of these actions within 90 days, Patent Rights will automatically revert to you and you are free to pursue the idea elsewhere. Most submissions do not result in payment.

Extension for Documented Negotiations. If, at the end of the 90-day period, VivaMed has received a written term sheet, a documented written request for diligence materials with evidence of partner meetings, or a bona fide written offer under consideration, the Evaluation Period extends for up to an additional 60 days. VivaMed will provide you with a brief written status update at 90 days if an extension is invoked. The total evaluation period shall not exceed 150 days under any circumstances.

The Data License. In exchange for this review and potential access to our partner network, VivaMed retains a perpetual, irrevocable right to the submitted computational data (Submission Data) as defined below, regardless of the IP outcome. This Data License is the consideration provided to VivaMed in exchange for evaluation services, commercial opportunity, and potential revenue share. You also receive the benefit of VivaMed's evaluation, partner network access, and potential compensation rights.

Definitions

Submission Data

"Submission Data" means all data, code, notebooks, computational outputs, model weights, analysis scripts, documentation, and related materials you provide through the submission process or GitHub repository. Submission Data explicitly excludes any personal identifying information (PII), protected health information (PHI), or confidential third-party information that you are not authorized to disclose.

Enabling Details

"Enabling Details" means information sufficient to enable a third party to make or use your specific invention without undue experimentation. VivaMed will not sell or externally distribute Enabling Details of your specific submission prior to filing a patent application (to protect patentability). However, VivaMed may:

• Use Submission Data internally for model training, research, and development
• Share Submission Data with employees, contractors, and partners under confidentiality obligations for evaluation purposes
• Incorporate Submission Data into aggregated, anonymized datasets or trained AI models
• After patent filing or if IP reverts without filing, use and distribute Submission Data without restriction

Total Deal Revenue

All consideration VivaMed receives from licensing or selling Derived IP: upfronts, milestones, running royalties, sublicense income, equity (valued at fair market value at time of receipt), and other consideration. Does not include reimbursement of VivaMed's out-of-pocket costs for patent prosecution, validation studies, or due diligence.

Eligibility Requirements

• 18+ and a resident of an eligible jurisdiction (not subject to U.S. sanctions/export controls)
• Sole inventor and solely responsible for the submission (no co-inventors/team submissions)
• Not on any restricted-party lists
• No conflicting IP obligations, or you have uploaded written waivers from employers/universities/sponsors
• Willingness to allow VivaMed to retain Submission Data for internal use, model training, and aggregation, even if patent rights are returned to you

Submission Requirements

• Original work not previously published or publicly disclosed in enabling detail
• Computational/in-silico drug discovery (no wet-lab synthesis required at submission)
• Complete documentation per the online form
• Full AI disclosure (tools/models, versions, prompts/outputs, provenance, human contribution)
• Biosecurity/compliance: You represent your Submission does not include select agents/toxins or EAR/ITAR-controlled technology/defense services; you are not a restricted party or in a sanctioned jurisdiction; if unsure, obtain VivaMed's written pre-clearance

Submission Process

Step 1 – Prepare

Include: project abstract (minimum 100 words); target/MoA; indications & differentiation; in-silico evidence (tools, methods, results); HUMAN_CONTRIBUTION.csv; DATA_INVENTORY.csv; PROMPTS.md; DATA_SOURCES.csv; CLAIM_CHART.csv; safety/ethics notes.

Step 2 – Submit via GitHub

Private GitHub repository. Important: Add GitHub user vivamed-submissions (company service account) with Read access. Repository naming convention: vivamed-<lastname>-<short-title>.

Step 3 – Complete Online Form

Provide contact details, sole-inventor confirmations, technical documentation, and legal acknowledgments. You must scroll through and affirmatively accept the Program Rules.

Evaluation Process

Patent Process. If VivaMed elects to file, VivaMed acts as Applicant with you named as inventor. VivaMed may file worldwide and may request your cooperation in executing necessary documents. VivaMed covers all filing and prosecution costs during the Evaluation Period.

Compensation Structure

Payment Terms (If a Deal Occurs)

• 10% of Total Deal Revenue (not "up to" – payment is 10% if qualifying deal occurs; variability comes from deal size and $1M cap)
• $1,000,000 cap (aggregate across all deals derived from this submission)
• Timing: within 30 days after VivaMed's receipt of consideration (net of required tax/withholding)
• No upfront payment; no guarantees
• Audit: annual inspection right on 30 days' notice (customary confidentiality)
• Stacking: if multiple submissions are combined, VivaMed allocates at its discretion, acting reasonably and in good faith

No Payment Scenarios (Most Common)

• VivaMed elects not to pursue patent protection within the Evaluation Period
• No licensing or sale occurs
• Patent Rights automatically revert to you after the Evaluation Period expires (you may then pursue the idea independently)

Data License (Survives Reversion)

Perpetual Data Rights. By submitting, you grant VivaMed an irrevocable, perpetual, worldwide, transferable, royalty-free right and license to retain, use, copy, modify, create derivative works from, and train machine learning models upon the Submission Data (as defined above). This Data License survives any IP Reversion. You acknowledge that this Data License, combined with the evaluation services and commercial opportunity offered by the Program, constitutes the consideration for this agreement.

Distribution and Commercialization Rights. VivaMed may:

• Use Submission Data internally for training AI models, building aggregated datasets, and conducting research immediately upon receipt
• Share Submission Data with employees, contractors, and potential partners under confidentiality obligations during the Evaluation Period
• Distribute and sell aggregated, anonymized datasets or trained AI models that incorporate Submission Data
• After patent filing or IP reversion, distribute or sell Submission Data without restriction

Enabling Details Protection. VivaMed will not sell or publicly distribute the specific Enabling Details of your invention to third parties prior to filing a patent application, in order to protect patentability. This restriction does not apply to: (i) internal use, (ii) sharing with partners under NDA for evaluation, (iii) aggregated/anonymized datasets, (iv) trained models, or (v) after patent filing or final reversion.

No Untraining Obligation. You acknowledge that machine learning models cannot be "untrained." Once Submission Data is incorporated into a model or dataset, VivaMed has no obligation to remove, delete, or reverse such incorporation, even if IP reverts to you.

AI Tool Disclosure Requirements

Due to evolving patent law regarding AI-assisted inventions, all submissions must include comprehensive disclosure of:

• All AI tools, models, and platforms used (with versions)
• Complete prompt/response chains and conversation threads with AI assistants like GPT, Claude, etc. (with secrets redacted)
• Model provenance and licensing information
• Detailed human contribution documentation
• Clear identification of which elements were conceived by humans vs. generated by AI

Inventorship. Only human beings can be inventors under U.S. patent law. You must document significant human contribution for any claimed subject matter. As the sole inventor, you must be able to demonstrate your independent creative contributions.

Required Uploads: PROMPTS.md (all prompts/outputs with secrets redacted), model names/versions, HUMAN_CONTRIBUTION.csv, DATA_SOURCES.csv, and CLAIM_CHART.csv. If possible, upload complete conversation threads with AI assistants.

Materiality. You acknowledge these disclosures may be material to patentability and prosecution ethics; omissions may result in rejection or unenforceability.

Safety and Biosecurity

All submissions must comply with:

• U.S. biosecurity regulations and select agent rules
• Export control regulations (EAR/ITAR)
• Ethical guidelines for drug discovery research
• Data privacy regulations (if human data is used)

Submissions involving select agents, controlled toxins, or dual-use research of concern will be rejected.

Uploads containing controlled materials will be rejected and may be reported to appropriate authorities. You consent to export-control screening.

Intellectual Property Rights

Assignment and Automatic Reversion

Upon Submission, Inventor assigns all right, title, and interest in the Invention to VivaMed ("Initial Assignment"). VivaMed shall have a period of ninety (90) days("Evaluation Period") to elect to pursue commercialization by filing a patent application or executing a license or letter of intent.

If VivaMed does not file a patent application or execute a license/LOI within the Evaluation Period (including any extension as defined above), ownership of the Patent Rights in the Invention shall automatically revert to the Inventor ("IP Reversion"). IP Reversion is automatic and does not require any action by either party, though VivaMed may provide written confirmation upon request.

Extension for Documented Active Negotiations. If VivaMed has received a written term sheet, documented written request for diligence materials plus evidence of partner meetings, or a bona fide written offer under consideration by the end of the 90-day period, the Evaluation Period automatically extends for up to 60 additional days, with a hard cap of 150 total days. VivaMed will provide written status updates at 90-day and 120-day marks if extension is invoked.

The Data License (Survives Reversion)

Notwithstanding any IP Reversion, Inventor grants to VivaMed an irrevocable, perpetual, worldwide, transferable, royalty-free right and license to the Submission Data (as defined above). This license includes the right to use, copy, modify, create derivative works, distribute, sell, and train machine learning models. Inventor acknowledges that this Data License, together with the evaluation services and potential commercial opportunity, is the consideration for this agreement.

Confidentiality During Evaluation. VivaMed will treat Submission Data as confidential during the Evaluation Period and will not externally distribute Enabling Details prior to patent filing, except: (i) to employees/contractors under confidentiality obligations, (ii) to potential partners under NDA for evaluation purposes, or (iii) as aggregated/anonymized data or trained models.

Patent Filing Process

During the Evaluation Period, if VivaMed elects to file a patent application, VivaMed acts as Applicant with you named as inventor. VivaMed may file in any jurisdiction and may request your cooperation in executing necessary documents. VivaMed covers all filing costs during the Evaluation Period.

Patent Assignment Upon Reversion

If IP Reversion occurs and VivaMed has filed any provisional patent applications, VivaMed will reasonably cooperate in assigning those applications back to the Inventor. Assignment costs and all future prosecution fees are the Inventor's responsibility.

Compensation (Contractual Revenue Share; No Ownership)

If VivaMed consummates a qualifying license or sale of IP derived from your Submission during the Evaluation Period (or any extension), VivaMed will pay you 10% of Total Deal Revenue (as defined above) up to a maximum of $1,000,000 cumulative per submission. No compensation is owed absent a qualifying deal. Most submissions receive $0. This is a revenue share only; you receive no ownership, equity, or governance rights in VivaMed or any related entities.

Not a Contest or Sweepstakes

This Program is a business intake and asset evaluation protocol, not a contest, game of chance, or sweepstakes. Submissions are evaluated solely on subjective business criteria including commercial viability, patentability, and scientific merit. No "prizes" are awarded; payments are strictly contractual revenue shares contingent upon successful third-party commercialization.

Contact and Support

For questions about the program: